MIDLAND - Dow Chemical Co. sidestepped one issue only to find itself ensnared in another
at its annual meeting Thursday. The chemical maker persuaded a small group of
shareholders who oppose biotech crops to drop a resolution rejecting the company's work
with such technology.

But Dow wasn't as successful trying to appease a separate faction unhappy about its
pending merger with Union Carbide. The loose-knit group consists of shareholders who
weren't aware of what they claim is Union Carbide's continuing liability in the Bhopal,
India, poisoning disaster, and college students who charge that Union Carbide hasn't done
enough for the Bhopal victims.

"They treated the victims the same way as they treat
shareholders - by holding back info," said Priya Sudarsan, a University of
Michigan doctoral student who belongs to the student group, Association for India
Development.

In 1984, 3,000 people were killed when poisonous gas leaked from Union Carbide's plant in
Bhopal. The company reached a
$470 million settlement in India's Supreme Court but criminal charges are pending. No
resolutions concerning Bhopal or Union Carbide were introduced at the meeting, but several
protesters, speaking through shareholder's proxies, rose to condemn the company. Dow
officials said they had nothing to do with the Bhopal disaster and that the matter was
seemingly concluded with the Supreme Court's ruling in 1989.

"It's not in my power to take responsibility for an event 15 years ago with a product
we never developed at a location where
we never operated," Dow Chairman Frank Popoff said. As for the question of continuing
liability, he said Union Carbide has already settled with victims. He said it smacked of
double jeopardy for the legal system to try to punish the company again.

Shareholders filed a federal lawsuit in New York last week over the liability issue. The
suit said Union Carbide's assets in India have been attached as the government tries to
induce a former company executive to appear to face criminal charges.

Prior to the annual meeting at the Midland Center for the Arts, 16 demonstrators held
signs and chanted "No justice, no
merger'' as shareholders filed into the facility.